新能泰山: 独立董事专门会议工作制度

Core Points - The document outlines the governance structure and responsibilities of the independent directors at Shandong New Energy Taishan Power Generation Co., Ltd, emphasizing their role in ensuring corporate governance and protecting minority shareholders' rights [1][2]. Group 1: Governance Structure - The independent directors' special meeting consists of all independent directors and is responsible for decision-making and oversight [1]. - Independent directors must not have any direct or indirect interests that could affect their judgment [2]. - The term of independent directors aligns with the board's term, with a maximum consecutive service of six years [2]. Group 2: Responsibilities and Authority - Certain matters require approval from the independent directors' special meeting before being submitted to the board, including related party transactions and changes to commitments [2][3]. - Independent directors have the authority to hire external consultants for audits or consultations on specific company matters [3]. Group 3: Meeting Procedures - The company must hold at least one independent directors' special meeting annually, with prior notice and relevant materials provided [4]. - A majority of independent directors can propose a temporary meeting, which must be convened within five days [4]. - Meetings can be conducted in various formats, including in-person, video, or telephonic [5]. Group 4: Documentation and Confidentiality - Meeting records must include details such as attendance, agenda items, and voting results, and must be signed by attending directors [5]. - The company is responsible for maintaining meeting archives for at least ten years [6]. - Independent directors are bound by confidentiality regarding meeting discussions and decisions [8].